By-Laws of Executive Exchange, Inc. and Policies and Procedures of Executive Exchange, Inc.
By-Laws of Executive Exchange, Inc.
ARTICLE I
Section 1 – Membership. Membership in Executive Exchange, Inc. (EEI) shall consist of individual business owners or individuals employed by a business.
Section 2 – Eligibility for Membership. Any individual business owner or individual employed by a business is eligible for membership pending acceptance by the Board of Directors.
Section 3 – Resignation From Membership. Resignations from membership shall be in writing to EEI. No portion of annual dues paid prior to the resignation from membership shall be refundable.
ARTICLE II
Section 1 – Designated Representatives. Each member shall designate in writing to EEI a principal representative and, if possible, an alternate representative, who are authorized to attend EEI meetings on behalf of the member. Any alternate representative must be approved by the Board of Directors.
Section 2 – Change of Designated Representatives. A member may change its designation of representatives only with the prior approval of the Board of Directors.
ARTICLE III
Section 1 – Dues. Dues shall be paid annually on or before the first meeting in July of each year in an amount determined by the Board of Directors, provided however, the Board of Directors shall have the right in the event of emergency or other significant economic event that impacts the normal operations of EEI to make modifications to the dues structure or amount as determined by the Board to be necessary to address such impact. Dues shall be assessed for each business classification held by a member unless a majority of the Board of Directors directs otherwise. No member whose dues are in arrears shall be entitled to vote, hold office or attend meetings. Any new member shall pay his or her proportionate share of annual dues within 30 days of being accepted for membership. In the event a new member’s dues are not received within 30 days of membership, the Board of Directors, in its discretion, may terminate the membership whether or not the payment is received after 30 days.
Section 2 – Solicitation And Endorsements. No member nor any of its designated representatives or guests shall solicit funds or sell raffles or products at any meetings or sponsored events.
ARTICLE IV
Section 1 – Membership Meetings. Regular meetings of the members of EEI shall be scheduled on alternating weeks unless changed by the Board of Directors.
ARTICLE V
Section 1 – Board of Directors.
(a) The Board of Directors shall not exceed 11 members and shall consist of the current Officers, two (2) members elected by the membership of EEI at the Annual Meeting of EEI, and three (3) members of the Advisory Council comprised of the three (3) immediate Past Presidents. The President may invite the Sergeant at Arms and the Counsel, to attend meetings of the Board of Directors, either on a one meeting basis or on a continuing basis. Such an invitation would include the right to vote, at the discretion of the President at the beginning of his or her term.
(b) Regular meetings of the Board of Directors shall be held each month for the purpose of electing Officers and conducting such other business as may lawfully come before the Board meeting. Additional special meetings may be called by the President.
(c) A majority of the Board of Directors, then qualified and acting, shall constitute a quorum for the transaction of business and for a vote at such meeting to authorize any corporate act. A majority shall be defined as more than 50% of the qualified acting members of the Board of Directors.
(d) In the event of a vacancy on the Board occasioned through resignation, disqualification or other cause, such vacancy may be filled for the unexpired term by a majority vote of the remaining Directors so voting. A majority shall be defined as more than 50% of the remaining directors so voting. An abstention shall not count as a vote.
(e) The Directors and Officers shall not be liable to EEI and/or to the members on account of any acts, failure to act or judgments made, provided that same were made in good faith and within the scope of the position held.
(f) At all times, all members of the Board of Directors shall be members in good standing. A Board member’s failure to remain in good standing shall serve as a basis for removal from the Board. Removal from the Board shall be by a majority vote of the Board members in good standing. A majority shall be defined as more than 50% of the remaining directors so voting. An abstention shall not count as a vote.
Section 2 – Officers. The Officers shall be a President, Vice-President for Programs, Vice-President for Membership, Vice-President for Leads and Thank You’s, Vice-President for Social Events, Treasurer and such other Officers as determined by the Board of Directors.
Section 3 – Election of Officers
(a) In February of each year the President shall appoint a nominating committee consisting of the two most recent immediate Past Presidents and one (1) member from the membership at large. The nominating committee shall be chaired by the most recent Past President and shall make its recommendation of the slate of Officers and Directors to the Board of Directors at its March meeting or as soon as reasonably possible. The recommended slate of Officers and Directors shall be determined by a majority vote of the current Board of Directors so voting. This slate shall be made known to the general membership following approval by the Board of Directors, but no later than the first monthly membership meeting in April. Notwithstanding these recommendations, any two (2) members in good standing may nominate additional members as Officers or Directors, provided such nominations are signed by both members, contain a signed acceptance of the nominated individual(s), and are received in writing by EEI no later than one (1) week prior to the Board of Directors meeting immediately preceding the Annual Meeting.
(b) The Officers and members of the Board of Directors shall be elected by a majority vote of the membership at the Annual Meeting.
Section 4 – Duties of the President. The President shall conduct all meetings of the membership and the Board of Directors and shall manage the affairs of EEI subject to the Board of Directors’ review and approval. At the Annual Meeting, the President shall give a report to the membership reviewing EEI’s growth and development.
Section 5 – Duties of the Vice-President for Programs. The Vice-President shall be responsible for programs. This includes scheduling regular members as speakers. The Vice-President shall appoint a committee to assist in scheduling of programs. The Vice-President shall designate one member of such committee to conduct programs in the absence of the Vice-President.
Section 6 – Duties of the Vice-President for Membership. The Vice-President shall serve as Chairman of the Membership Committee and the Board of Directors shall assist in the performance of these functions. The Vice-President shall conduct all interviews before the Board of Directors and shall report to the Board of Directors on attendance of members. The Board shall meet periodically for the purpose of reviewing membership applications.
Section 7 – Duties of the Vice-President for Leads and Thank You’s. The Vice-President shall serve as Chairman of the Leads and Thank You’s Committee and shall appoint members of EEI to serve on such Committee. The Leads and Thank You’s Committee shall meet periodically for the purpose of stimulating leads from the membership.
Section 8 – Duties of the Vice-President Social Events. The Vice-President shall serve as Chairman of Membership Retention and shall be responsible for planning and organizing social and networking events for EEI. The Vice-President shall be responsible for appointing committees to assist him/her and organize social functions, create budgets associated with them for presentation and approval by the Board. Additionally, the Vice-President shall be responsible for making sure that EEI members are getting the maximum benefit of their membership and are afforded as many networking opportunities as possible.
Section 9 – Duties of the Treasurer. The Treasurer shall custody of the funds and securities of EEI and shall keep or cause to be kept regular books of account for EEI, including the preparation and submission of quarterly reports and the preparation and submission of a proposed annual budget by May of each year. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board of Directors, and may be assisted in all duties by an Administrator.
Section 10 – Duties of Counsel. Counsel shall provide legal advice and counseling on behalf of EEI and shall perform such other duties and possess such other powers as shall be assigned by the President or by the Board of Directors.
Section 11 – Compensation. Officers and members of the Board of Directors shall serve without compensation.
Section 12 – Removal of Officers and Vacancies. The Board shall have the power, upon the affirmative two-thirds vote of its members so voting, to remove any Officer, without cause, or to accept a resignation and to fill the vacancy in any office, however created, by the affirmative vote of two thirds of the members so voting.
Section 13 – Any member disputes shall be addressed to the President. The president shall designate a member of the Board of Directors who shall investigate the dispute and make an attempt to resolve the dispute between the members. The designated Board member may seek assistance from the Board with respect to the dispute between members. If the President is involved in the dispute, the Vice President for Membership shall designate the Board member to investigate the dispute and to make an attempt to resolve it.
ARTICLE VI
Section 1 – Annual Meeting. The Annual Meeting of the Members of EEI shall be held on the last regularly scheduled meeting of EEI in the month of June of each year in order to elect Officers and Directors and transact such other business as shall lawfully come before the Meeting. The presence at the Annual Meeting of a majority of members entitled to cast votes shall constitute a quorum.
Section 2 – Votes. Each paid member of EEI shall have one (1) vote; provided, however, that an individual who maintains more than one paid category, shall have one vote for each such category.
Section 3 – Fiscal Year. The fiscal year of Executive Exchange, Inc. shall begin on July 1 and end on June 30.
Section 4 – Amendments To By-Laws. Thee By-Laws may be altered, amended or repealed by a two-thirds vote of the members of EEI so voting. An amendment to the By-Laws may be submitted to EEI in writing, signed by the proposer, at least one (1) week prior to any formal discussion and vote by the membership on such amendment.
ARTICLE VII
Section 1 – Dissolution. Upon the dissolution of EEI, the corporation’s officers shall pay from the assets of the corporation all liabilities then owing, comply with all provisions of Title 15A of the Revised Statutes of New Jersey and Section 503 of the Internal Revenue Code, return to the members proportionately the unused portion of any dues or assessments received for the fiscal year in which the dissolution occurs, and distribute the balance of any assets at the time of dissolution to an organization created for purposes similar to that of this corporation and qualifying for exempt status under the applicable laws of the State of New Jersey and the Internal Revenue Code.
Policies and Procedures of Executive Exchange, Inc.
MEMBERSHIP
Membership in Executive Exchange, Inc. (EEI) shall consist of individual business or individuals employed by a business who are non-competitive to each other. Subject to approval by the Board of Directors, a member may hold more than one classification. A Member’s representative or alternate representative may not belong to a competing networking group.
ELIGIBILITY OF PROSPECTIVE MEMBERS
Any individual business or individuals employed by a business who is not in conflict with an existing member is eligible for membership pending acceptance by the Board of Directors. Applications for membership are not normally considered if an individual has been in the business of an open category for less than one year.
INVITATION TO PROSPECTIVE MEMBERS
A prospective member must, by invitation from the Board of Directors or the Membership Committee, attend as a guest a minimum of three (3) regular meetings of the EEI members. If an EEI member believes that the prospective member’s business or category may be in conflict with the existing member, the existing member shall have an obligation to contact the prospective member to discuss the potential conflict. If the issue cannot be resolved, the existing member shall make its objections known to the Membership Committee no later than the second meeting attended by the prospective member.
MEMBERSHIP RECRUITMENT
(a) A prospective member may be proposed for membership by submitting to the Membership Committee a completed application for membership. Upon receipt of the completed application, the Membership Committee shall investigate and consider the membership application, and at the next regularly scheduled meeting of EEI, shall solicit comments and objections to the membership application from members that are currently in good standing. Thereafter the prospective member shall appear before the Board of Directors for an interview and vote of the Board.
(b) The Board of Directors shall consider the application for membership at its meeting where the Membership Committee makes its report. A prospective member shall be to membership upon the affirmative vote of 75% of the Board of Directors so voting, with abstentions not constituting a vote.
TERMINATION OF MEMBERSHIP
(a) In the event that a member fails to attend three (3) or more consecutive meetings during the term of membership; or a member fails to attend a minimum of 50% of regularly scheduled meetings in a calendar quarter of EEI; or a member has not paid its annual dues by the first meeting in July; or a member is in violation of the By-Laws and these policies and procedures, EEI, at its sole option and upon a 75% vote of those members of the Board of Directors so voting, but not including those voting to abstain, and after notice (which shall include reasonable information concerning the nature of the violation(s) by the member) and an opportunity to be heard before the Board by the member, the Board may elect to terminate a member’s membership, such which decision shall be final. Membership dues paid prior to the termination of membership shall be refundable on a pro-rated basis.
TERM OF MEMBERSHIP
The term of membership of each member shall be for one (1) year, commencing on July 1 of each year, unless EEI or the member gives the other party written notice of non-renewal on or before June 1st, or membership is otherwise terminated under the terms and conditions of these Policies and Procedures.
LIMITS OF CLASSIFICATION
Members shall limit their business promotional activities within EEI to the respective business classifications in which they are a member and shall not infringe upon the classifications of other members. Members shall not adopt an unrelated business category without first obtaining approval of the Board and paying an additional membership fee for the “new category”.
DUTY TO REFER
Members at all suitable times shall refer and recommend to friends and business associates the products and services of fellow members.
DUTY TO PERFORM
Members shall act promptly on all business referrals received, follow them diligently, make every reasonable attempt to effect business and notify the referrer what has transpired.
DUTY TO DIRECT BUSINESS
Direct business between members is not mandatory. However, members are requested to give their fellow members preference as appropriate.
DUTY TO BE INFORMED
Members shall familiarize themselves with the nature of the various businesses represented in EEI for the purpose of making as many referrals of business opportunities as circumstances permit.
DUTY TO MAKE HOUSE CALLS
Members shall be obligated to familiarize themselves with the nature of the businesses represented by EEI by making regular house calls.
MEMBERSHIP RELATIONS COMMITTEE
A Member Relations Committee shall be entrusted with the responsibility for receiving and responding to all disputes between or among members of EEI relating to the obligations and duties of members contained within these Policies and Procedures.
SUBGROUPS
Members may form informal subgroups consisting solely of members of EEI who have related business interests. The composition of all subgroups shall be made known to the general membership. Membership in such subgroups shall be open to any members who feel that they can contribute to and benefit from the subgroup’s activities. Meeting dates and activities of the subgroups shall not conflict with meetings and activities of EEI.